Primo Brands Corp

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—DESCRIPTION OF THE BUSINESS

Primo Brands Corporation ("we", "Primo Brands" or the "Company") is a leading North American branded beverage company focused on healthy hydration, delivering responsibly sourced diversified offerings across products, formats, channels, price points, and consumer occasions, distributed in every U.S. state and Canada.

Primo Brands has a comprehensive portfolio of highly recognizable and conveniently packaged branded water and beverages that reach consumers whenever, wherever, and however they hydrate through distribution across retail outlets, away from home such as hotels and hospitals, and hospitality and food service accounts, as well as direct delivery to homes and businesses. These brands include established “billion-dollar brands” Poland Spring® and Pure Life®, premium brands like Saratoga® and The Mountain Valley®, leading regional spring water offerings such as Arrowhead®, Deer Park®, Ice Mountain®, Ozarka®, and Zephyrhills®, purified water brands including Primo Water® and Sparkletts®, and flavored and enhanced beverages like Splash Refresher™ and AC+ION®. Primo Brands also has an industry-leading line-up of innovative water dispensers, which create consumer connectivity through recurring water purchases. Primo Brands operates a vertically integrated coast-to-coast network that distributes its brands to more than 200,000 retail outlets, as well as directly reaching customers and consumers through its Direct Delivery, Exchange and Refill offerings. Through Direct Delivery, Primo Brands delivers responsibly sourced hydration solutions direct to home and business customers. Through its Exchange business, consumers can visit approximately 26,500 retail locations and purchase a pre-filled, multi-use bottle of water that can be exchanged after use for a discount on the next purchase. Through its Refill business, consumers have the option to refill empty multi-use bottles at over 23,500 self-service refill stations. Primo Brands also offers water filtration units for home and business customers across North America. Primo Brands is a leader in reusable beverage packaging, helping to reduce waste through its multi-serve bottles and innovative brand packaging portfolio, which includes recycled plastic, aluminum, and glass. Primo Brands has a portfolio of over 80 springs and actively manages water resources for a steady supply of quality, safe drinking water today and in the future. Primo Brands also helps conserve over 28,000 acres of land across the U.S. and Canada. Primo Brands is proud to partner with the International Bottled Water Association ("IBWA") in North America, which supports strict adherence to safety, quality, sanitation, and regulatory standards for the benefit of consumer protection. Primo Brands is committed to supporting the communities it serves, investing in local and national programs and delivering hydration solutions following natural disasters and other local community challenges. Primo Brands employs more than 12,000 associates with dual headquarters in Tampa, Florida, and Stamford, Connecticut.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and in accordance with U.S. generally accepted accounting principles ("U.S. GAAP" or “GAAP”) for interim financial reporting. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of our results of operations for the interim periods reported and of our financial condition as of the date of the interim balance sheet have been included. The Consolidated Balance Sheet as of December 31, 2025 included herein was derived from the audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”). This Quarterly Report on Form 10-Q should be read in conjunction with the annual audited Consolidated Financial Statements and accompanying notes in the 2025 Annual Report. The accounting policies used in these interim unaudited Condensed Consolidated Financial Statements are consistent with those used in the annual Consolidated Financial Statements.

The presentation of these interim unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes.

Basis of Consolidation

The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation. The Company applies the equity method of accounting for investments in which the Company is able to exercise significant influence and applies the cost method for investments in which the Company does not have significant influence and does not have readily determinable fair values. Certain prior period amounts have been reclassified to conform with the 2026 presentation.

The Transaction

On November 8, 2024, Primo Brands consummated the transactions contemplated by the Arrangement Agreement and Plan of Merger (the transactions effecting the Arrangement Agreement, the "Transaction"), pursuant to which Primo Water Corporation ("Primo Water") and Triton Water Parent, Inc. ("BlueTriton") were combined, creating Primo Brands.

Discontinued Operations

Prior to the Transaction, Primo Water divested a portion of its European business and, upon completion of the Transaction, its remaining international businesses including Decantae Mineral Water Limited, Fonthill Waters Ltd, and portions of the Eden Springs Netherlands B.V. business located in Israel and the United Kingdom (collectively the "Remaining International Businesses"). On November 25, 2024, the Company sold its interests in the Decantae Mineral Water Limited and Fonthill Waters Ltd businesses. On April 11, 2025, the Company sold its interest in the Eden Springs Netherlands B.V. business located in the United Kingdom. On October 23, 2025, the Company sold its interest in the Eden Springs Netherlands B.V. business located in Israel. Following completion of these sales, the Company no longer has operations outside of North America. As a result, all financial statements and disclosures for the year 2026 reflect only the ongoing North American business activities. The results of operations and the assets and liabilities associated with the Remaining International Businesses were previously reported as discontinued operations in accordance with U.S. GAAP through the end of 2025. Additional details regarding the sale and discontinued operations can be found in Note 3 – "Assets Held for Sale and Discontinued Operations."

Estimates

The presentation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Actual results could differ from those estimates. Such estimates include those related to sales incentives recorded against revenue, valuation of assets and liabilities in connection with acquisitions, collectability of trade receivables, self-insurance reserves, inventory obsolescence expense, realizability of deferred tax assets, useful lives of property, plant and equipment and intangible assets, fair value of reporting units in connection with the annual goodwill and indefinite-lived intangible asset assessments and the incremental borrowing rate related to lease obligations.

Revenue Recognition

The Company’s principal source of revenue is bottled water and beverage sales to customers primarily in the United States. Revenue is recognized when a customer obtains control of promised goods (the obligation), which may be upon shipment of goods or upon delivery to the customer as defined in the customer contract or purchase order. Revenue is recognized at an amount that reflects the consideration the Company expects to receive in exchange for those goods. Amounts collected from customers for sales taxes are excluded from the transaction price. The Company measures revenue based on the consideration specified in the customer arrangement, and revenue is recognized when the performance obligations in the customer arrangement are satisfied. A performance obligation is a contractual promise to transfer a distinct good to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when the customer receives the benefit of the performance obligation (the Company has only one obligation).

The nature of the Company’s contracts give rise to variable consideration including volume-based rebates, growth incentives, point of sale promotions, and other trade promotional discounts (sales incentives). For certain sales incentives, the accrual recorded by the Company for the rebate or discount that will be granted to the customer, requires significant estimation. The critical assumptions used in estimating the sales incentive accruals include the Company’s estimate of expected levels of performance and redemption rates, which requires judgment. These assumptions are developed based upon the historical performance of the customer's participation with similar types of promotions adjusted for current trends. These estimated sales incentives are included in the transaction price of the Company’s contracts with customers as a reduction within net sales and are included as either a reduction in accounts receivable if the customer is entitled to take a deduction on their payment, or as accrued sales incentives in accruals and other current liabilities if the Company anticipates needing to pay the customer.

As of September 30, 2026 and December 31, 2025, estimated discounts reflected in Trade receivables, net of allowance for expected credit losses in the Condensed Consolidated Balance Sheets were $73.8 million and $55.8 million, respectively.

As of September 30, 2026 and December 31, 2025, accrued sales incentive obligations reflected in Accruals and other current liabilities in the Condensed Consolidated Balance Sheets were $51.1 million and $36.2 million, respectively.

Fair Value Measurements

Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.

To measure fair value of assets and liabilities, the Company uses the following fair value hierarchy based on three levels of inputs:

•Level 1 — observable inputs, such as quoted prices in active markets for identical assets or liabilities;

•Level 2 — significant other observable inputs that are observable either directly or indirectly; and

•Level 3 — significant unobservable inputs for which there are little or no market data, which require the Company to develop its own assumptions.

Cash and cash equivalents, trade receivables, net and accounts payable are carried at cost, which approximates their fair value because of their short-term maturity. See Note 11 - "Fair Value Measurements" for discussion of certain financial liabilities that are not measured at fair value.

Determining which category an asset or liability falls within this hierarchy requires judgment. The Company evaluates its hierarchy disclosures each period disclosures are presented.

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, to provide entities with a practical expedient when estimating expected credit losses that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. This guidance is effective for the Company for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. During the three months ended March 31, 2026, the Company prospectively adopted ASU 2025-05 and elected the practical expedient. The adoption did not have a material impact on the Condensed Consolidated Financial Statements.

The Company did not adopt any new accounting pronouncements during the three months ended September 30, 2026.

Recently Issued Accounting Pronouncements Not Yet Adopted

In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, to modify the disclosure and presentation requirements of a variety of codification topics by aligning them with the SEC’s regulations. This guidance is effective for the Company no later than June 30, 2027. The Company is currently assessing the impact of adoption of this standard on its Condensed Consolidated Financial Statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses("ASU 2024-03"). ASU 2024-03, as amended by ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, will require additional disclosures and disaggregation of certain costs and expenses presented on the face of the income statement. This guidance is effective for the Company for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The amendments in this update can be applied either (i) prospectively to financial statements issued for reporting periods after the effective date or (ii) retrospectively to any or all prior periods presented in the financial statements. The Company is currently assessing the impact of adoption of this standard on its Condensed Consolidated Financial Statements.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, to clarify the accounting for costs related to internal-use software by removing all references to project stages and clarifying the threshold entities apply to begin capitalization. This guidance is effective for the Company for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently assessing the impact of adoption of this standard on its Condensed Consolidated Financial Statements.

In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract, to clarify the scope of derivative accounting and to reduce diversity in the accounting for share-based payments in revenue contracts. This guidance is effective for the Company for fiscal years beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently assessing the impact of adoption of this standard on its Condensed Consolidated Financial Statements.

In November 2025, the FASB issued ASU No. 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements, which includes amendments to more closely align hedge accounting with the economics of the Company's risk management activities. This guidance is effective for the Company for fiscal years beginning after December 15, 2026, including interim periods, with early adoption permitted. The Company is currently assessing the impact of adoption of this standard on its Condensed Consolidated Financial Statements.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which includes amendments to clarify interim reporting requirements and applicability of Topic 270 and codifies a principle requiring disclosure of material events and changes since the most recent annual reporting period. This guidance is effective for the Company for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently assessing the impact of adoption of this standard on its Condensed Consolidated Financial Statements.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which makes technical corrections and clarifications across multiple Topics in the Accounting Standards Codification. This guidance is effective for the Company for fiscal years beginning after December 15, 2026, including interim periods, with early adoption permitted. The Company is currently assessing the impact of adoption of this standard on its Condensed Consolidated Financial Statements.

In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which establishes new accounting and disclosure requirements for environmental credits and environmental credit obligations, including guidance related to recognition, measurement, presentation, and disclosure. The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted. The Company is currently assessing the impact of adoption of this standard on its Condensed Consolidated Financial Statements.

NOTE 3—ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

Discontinued Operations

Following completion of the Transaction, Primo Water's Remaining International Businesses were presented as discontinued operations on the Condensed Consolidated Financial Statements. During the nine months ended September 30, 2025, the Company recorded a charge of $44.8 million to reduce the carrying value of its Eden Springs Netherlands B.V. business located in Israel to fair value less costs to sell. During the year ended December 31, 2025, the Company completed the sales of the Remaining International Businesses and no longer has operations outside of North America. For the periods presented, there wereno assets or liabilities remaining related to discontinued operations.

Continuing Operations Assets Held for Sale

During the year ended December 31, 2025, the Company's management approved the sale of production facilities as a result of integration efforts. During the three and nine months ended September 30, 2026, the Company completed the sale of certain of these production facilities, generating gross proceeds of $8.0 million and $41.3 million, respectively. Cash proceeds from these transactions are included within Net cash used in investing activities of continuing operations in the Condensed Consolidated Statement of Cash Flows. As a result, the Company recognized a net gain of $0.2 million and $12.3 million for the three and nine months ended September 30, 2026, respectively, presented primarily within Acquisition, integration and restructuring expenses, in the Condensed Consolidated Statement of Operations. As of September 30, 2026 and December 31, 2025, the Company had $25.3 million and $36.7 million, respectively, remaining in assets held for sale which primarily related to the facility closures and were classified in Current assets held for sale in the Condensed Consolidated Balance Sheets.

NOTE 4—DEBT

Term Loans

On March 31, 2026, Primo Brands entered into an amendment (the “Fifth Amendment”), which amended that certain First Lien Credit Agreement, dated as of March 31, 2021 (as amended prior to the effectiveness of the Fifth Amendment, the “Existing Credit Agreement,” and as further amended by the Fifth Amendment, the “Amended Credit Agreement” and such term loans thereunder, the "Term Loans"), by and among the Company, as the parent borrower, Triton Water Holdings, Inc. and Primo Water Holdings Inc., as borrowers (collectively, together with the Company, the “Borrowers”), the other guarantors party thereto, Morgan Stanley Senior Funding, Inc., as term loan administrative agent and collateral agent, and the other lenders party thereto.

The Fifth Amendment amended the Existing Credit Agreement to, among other things, refinance the Company’s then-existing Term Loans (maturing in March 2028) with a new senior secured first lien term loan facility (the “Refinancing Term Facility”) resulting in Term Loans in an aggregate principal amount of $3,090.0 million and to make related changes to effect such refinancing. The Refinancing Term Facility will mature in March 2031 and will amortize in equal quarterly installments in an amount equal to 1.00% per annum of the principal amount. The proceeds of the Refinancing Term Facility were used to repay and refinance the existing Term Loans outstanding under the Existing Credit Agreement and to pay fees, commissions, costs, expenses, and other amounts related thereto.

The interest rate applicable to borrowings under the Refinancing Term Facility will be, at the Company’s option, either (1) the base rate (which is the highest of (x) the overnight federal funds rate, plus 0.50%, (y) the prime rate on such day, and (z) the one-month Secured Overnight Financing Rate (“SOFR”) published on such date, plus 1.00%), plus an applicable margin, or (2) one-, three- or six-month SOFR, plus an applicable margin. The applicable margin for SOFR loans under the Refinancing Term Facility will be 2.75%. The Refinancing Term Facility is subject to a SOFR floor of 0.50%.

Immediately prior to the Fifth Amendment, the outstanding balance of the then existing Term Loans was $3,067.6 million. The Fifth Amendment refinanced this balance into $3,090.0 million of Term Loans, representing a net principal increase of $22.4 million.

In connection with the Fifth Amendment, the Company assessed the refinancing on a lender-by-lender basis which was accounted for as a combination of debt modification and extinguishment. The Company recorded an unamortized debt discount of $15.5 million and unamortized debt issuance costs of $2.8 million which, along with the existing unamortized debt discount and debt issuance costs, are being amortized over the remaining term using the effective interest method. The write-off of unamortized debt issuance costs and unamortized debt discount, together with fees expensed in connection with the modification, resulted in a loss ofnil and $17.7 million, respectively, recorded in Loss on modification and extinguishment of debt in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026.

As of September 30, 2026 and December 31, 2025, unamortized debt issuance costs and discount related to the Term Loans were $47.3 million and $39.4 million, respectively.

Debt Covenants

The Term Loans contain customary negative covenants including, but not limited to, restrictions on the ability of the Company and its restricted subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, pay dividends or make other restricted payments, optionally prepay or modify terms of certain junior indebtedness, sell or otherwise transfer certain assets, or enter into transactions with affiliates (in each case subject to permitted exceptions).

The revolving credit facility which provides for revolving loans, swing line loans, and standby letters of credit in an aggregate amount of up to $750.0 million and matures in February 2030 (subject to a springing maturity based on conditions set forth in the Amended Credit Agreement) (the "Revolving Credit Facility") contains customary covenants, including, but not limited to, restrictions on our ability and the ability of our subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances, or investments, pay dividends or make other restricted payments, sell or otherwise transfer assets, optionally prepay or modify terms of certain junior indebtedness, enter into transactions with affiliates, or change our line of business (in each case subject to permitted exceptions). The Revolving Credit Facility requires the maintenance of (i) a first lien net leverage ratio of less than or equal to 5.00 to 1.00, with no step-downs, and a 0.50 to 1.00 step-up for any four fiscal quarter period in which a material acquisition is consummated, and (ii) a minimum interest coverage ratio of 2.00 to 1.00 at the end of each fiscal quarter.

Under the indentures governing the Company's outstanding senior notes, the Company is subject to a number of covenants, including covenants that limit the Company and certain of its subsidiaries’ ability, subject to certain exceptions and qualifications, to, among other things, (i) incur additional debt or issue certain preferred stock, (ii) pay dividends, redeem stock, or make other distributions, (iii) make other restricted payments or investments, (iv) create liens on assets, (v) transfer or sell assets, (vi) create restrictions on payment of dividends or other amounts by the Company to the Company's restricted subsidiaries, (vii) engage in mergers or consolidations, (viii) engage in certain transactions with affiliates, and (ix) designate the Company's subsidiaries as unrestricted subsidiaries. The covenants are substantially similar across each series of the

Company's senior notes. Many of the covenants contained in the indentures will not be applicable, and the guarantees of certain senior notes will be released, during any period when the notes have an investment grade rating.

The Company was in compliance with all covenants under the agreements governing its indebtedness as of September 30, 2026.

NOTE 5—STOCKHOLDERS' EQUITY

Common Stock Dividend Payments

On February 18, 2026, the Board of Directors declared a dividend of $0.12 per share on the outstanding Class A common stock of the Company to stockholders of record at the close of business on March 6, 2026 which was paid in cash on March 23, 2026.

On April 28, 2026, the Board of Directors declared a dividend of $0.12 per share on the outstanding Class A common stock of the Company to stockholders of record at the close of business on June 4, 2026, which was paid in cash on June 15, 2026.

On July 28, 2026, the Board of Directors declared a dividend of $0.12 per share on the outstanding Class A common stock of the Company to stockholders of record at the close of business on August 24, 2026, which was paid in cash on September 8, 2026.

On August 6, 2025, the Board of Directors approved a share repurchase program of $250.0 million of the Company's outstanding Class A common stock (the "Share Repurchase Program"). On November 9, 2025, the Board of Directors approved an increase of $50.0 million to the Share Repurchase Program, bringing the total authorization under the program to $300.0 million worth of the Company's Class A common stock.

During the three and nine months ended September 30, 2026, the Company repurchased 942,829 and 3,189,947 shares, respectively, of its Class A common stock for an aggregate purchase price of approximately $22.1 million and $66.6 million, respectively, including commissions paid to brokers, through open market transactions and a discretionary repurchase from Triton Water Equity Holdings (as defined below) under the Share Repurchase Program.

During both the three and nine months ended September 30, 2025, the Company repurchased 3,011,204 shares of its Class A common stock for an aggregate purchase price of approximately $73.2 million, including commissions paid to brokers, through open market transactions under the Share Repurchase Program.

Shares purchased under this plan were subsequently retired. As of September 30, 2026, the Company had $40.8 million of authorization remaining under the Share Repurchase Program.

Share Repurchases

On August 5, 2026, the Company entered into a stock purchase agreement (the "August 2026 Stock Purchase Agreement") with Triton Water Equity Holdings, LP, a Delaware limited partnership ("Triton Water Equity Holdings"), which is an affiliate of One Rock Capital Partners, LLC. Pursuant to the August 2026 Stock Purchase Agreement, the Company agreed to repurchase 410,340 shares of Class A common stock, as part of the Share Repurchase Program, from Triton Water Equity Holdings at a price per share equal to the price paid by the underwriters in the August 2026 Offering (as defined below). The share repurchase closed concurrently with the August 2026 Offering on August 7, 2026 for an aggregate purchase price of approximately $10.0 million. The Company funded the share repurchase with cash on hand and the repurchased shares of Class A common stock are no longer outstanding.

On August 6, 2026, the Company entered into an underwriting agreement with Triton Water Equity Holdings and Morgan Stanley & Co. LLC, as underwriter, in connection with the underwritten secondary offering by Triton Water Equity Holdings of 20,000,000 shares of Class A common stock at a price of $24.37 per share (the "August 2026 Offering"). The August 2026 Offering closed on August 7, 2026. Triton Water Equity Holdings received all of the proceeds from the August 2026 Offering. No shares were sold by the Company.

On March 10, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Triton Water Parent Holdings, LP and its affiliates (the "Sponsor Stockholder") and Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”), in connection with the underwritten secondary offering by the Sponsor Stockholder of 51,750,000 shares of the Company’s Class A common stock, which included the full exercise by the Underwriters of their option to purchase up to 6,750,000 additional shares of Class A common stock, at an offering price of $29.50 per share (the "March 2025 Offering"). The March 2025 Offering closed on March 12, 2025. The Sponsor Stockholder received all of the net proceeds from the March 2025 Offering.

No shares were sold by the Company. Following the March 2025 Offering, the Company was no longer considered a controlled company.

Pursuant to the Underwriting Agreement, the Company agreed to purchase 4,000,000 shares of its Class A common stock for approximately $114.1 million from the Underwriters at a price per share equal to the price paid by the Underwriters to the Sponsor Stockholder in the March 2025 Offering. The Company funded the share repurchase with cash on hand and the repurchased shares of Class A common stock are no longer outstanding.

On May 7, 2025, the Company entered into a stock purchase agreement (the "May 2025 Stock Purchase Agreement") with the Sponsor Stockholder and Triton Water Equity Holdings. Pursuant to the May 2025 Stock Purchase Agreement, the Company agreed to repurchase 3,157,562 shares of Class A common stock from the Sponsor Stockholder and Triton Water Equity Holdings at a price per share equal to the price paid by the underwriters in the May 2025 Offering (as defined below). The share repurchase closed concurrently with the May 2025 Offering on May 12, 2025 for an aggregate purchase price of approximately $100.0 million. The Company funded the share repurchase with cash on hand and the repurchased shares of Class A common stock are no longer outstanding.

On May 8, 2025, the Company entered into an underwriting agreement with the Sponsor Stockholder, Triton Water Equity Holdings and BofA Securities, Inc. and Morgan Stanley & Co. LLC, as underwriters, in connection with the underwritten secondary offering by the Sponsor Stockholder and Triton Water Equity Holdings of 47,500,000 shares of Class A common stock at a price of $31.67 per share (the "May 2025 Offering"). The May 2025 Offering closed on May 12, 2025. The Sponsor Stockholder and Triton Water Equity Holdings received all of the proceeds from the May 2025 Offering. No shares were sold by the Company.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) ("AOCI") represents gains and losses affecting stockholders' equity that are not reflected on the Condensed Consolidated Statements of Operations. The Company uses the portfolio approach for releasing income tax effects from AOCI.

The following table reflects the changes in AOCI, net of taxes, by component for the periods presented:

¹ All amounts are net of tax. Amounts in parentheses indicate debits.

The following table reflects the amounts reclassified out of AOCI, net of taxes, by component for the periods presented:

1 Amount is net of tax impact of $0.6 million and $1.6 million for thethree and nine months ended September 30, 2026, respectively. Amount is net of tax impact of$0.6 million and$1.8 million for the three and nine months ended September 30, 2025, respectively. Tax impact is recorded within Provision for income taxes on the Condensed Consolidated Statements of Operations.

2 Tax impact of this income for all periods was immaterial.

NOTE 6—INCOME TAXES

Income tax expense was $46.2 million on pre-tax income of $170.7 million for the three months ended September 30, 2026, as compared to income tax expense of $26.4 million on pre-tax income of $66.9 million in the comparable prior year period. The effective income tax rate for the three months ended September 30, 2026 was 27.1% compared to 39.5% in the comparable prior year period.

Income tax expense was $87.6 million on pre-tax income of $308.6 million for the nine months ended September 30, 2026, as compared to income tax expense of $60.4 million on pre-tax income of $166.1 million in the comparable prior year period. The effective income tax rate for the nine months ended September 30, 2026 was 28.4% compared to 36.4% in the comparable prior year period.

The effective tax rate for the three and nine months ended September 30, 2026 varied from the effective tax rate in the comparable prior year period due primarily to a decrease in non-deductible expenses for which the Company has not recognized a tax benefit.

The effective tax rate for the three and nine months ended September 30, 2026 varied from the U.S. statutory rate due primarily to non-deductible expenses for which the Company has not recognized a tax benefit.

NOTE 7—STOCK-BASED COMPENSATION

During the nine months ended September 30, 2026, the Company granted 84,084 shares of Class A common stock with an aggregate grant date fair value of approximately $1.7 million to the non-management members of its Board of Directors under the Primo Brands Corporation Equity Incentive Plan. The shares of Class A common stock were issued in consideration of the directors’ fees and were fully vested upon issuance or deferral.

NOTE 8—REVENUE RECOGNITION

Disaggregation of Revenue

The Company's primary geographic market is North America with sales in the United States accounting for 98.6% of consolidated net sales for both the three and nine months ended September 30, 2026 and 98.4% of consolidated net sales for both the three and nine months ended September 30, 2025.

Disaggregation of net sales by water type for the periods presented is as follows:

Contract Balances

The Company does not have any material contract assets or liabilities as of September 30, 2026 and December 31, 2025.

NOTE 9—ACQUISITION, INTEGRATION AND RESTRUCTURING EXPENSES

Transaction costs include those associated with the Transaction, including subsequent costs directly related to its consummation. Other acquisition expenses include costs associated with our acquisitions, as well as costs incurred on potential acquisitions. Integration and restructuring expenses mainly include costs incurred to achieve post-Transaction synergies, information technology implementation costs, and costs incurred on business optimization, among others.

In connection with the closing of the Transaction, the Board of Directors authorized a series of cost cutting measures which are expected to continue through 2026. These restructuring costs are expected to result in a range of approximately $75.0 million to $100.0 million of aggregate charges, which are anticipated to include $47.0 million to $55.0 million of one-time cash termination benefits as well as costs associated with the decommissioning of facilities and the early termination of leases. This range excludes the impact of any gains resulting from the sale of facilities. As of December 31, 2025, management had incurred $42.6 million in total of one-time cash termination benefits associated with the plan and no further cash termination benefit costs are expected. No such cash termination benefit costs were incurred during the nine months ended September 30, 2026.

The following table summarizes the components of Acquisition, integration and restructuring expenses on the Condensed Consolidated Statements of Operations:

1 Includes lease related non-cash charges and lease termination costs.

For the three and nine months ended September 30, 2026, integration-related costs of $7.0 million and $43.7 million, respectively, were recorded within Cost of sales on the Condensed Consolidated Statements of Operations. For the three and nine months ended September 30, 2025, integration-related costs of $44.0 million and $67.1 million, respectively, were recorded within Cost of sales on the Condensed Consolidated Statements of Operations.

The following table reflects the activity related to the restructuring accrual for the periods presented:

NOTE 10—HEDGING TRANSACTIONS AND DERIVATIVE FINANCIAL INSTRUMENTS

The Company is directly and indirectly affected by changes in foreign currency market conditions, fluctuating interest rates and commodity prices on items such as diesel fuel, propane, and petroleum-based products. These changes in market conditions, interest rates and commodity prices may adversely impact the Company's financial performance and are referred to as market risks. When deemed appropriate by management, the Company uses derivatives as a risk management tool to mitigate the potential impact of foreign currency market risks, rising interest rates and commodity price risks.

The Company uses foreign exchange forward contracts to manage the foreign exchange risk associated with the principal balance of the Company's €441.9 million 3.875% Senior Secured Notes due October 31, 2028 and €8.1 million non-tendered 3.875% Senior Notes (collectively, the "Euro Notes"). Forward contracts are agreements to buy or sell a quantity of a currency at a predetermined future date, and at a predetermined rate or price and are traded over-the-counter. The Company uses interest rate swaps to mitigate the exposure from the variation of interest rates. The Company also uses commodity futures, forwards, and option contracts to manage commodity price risk associated with diesel fuel, propane, and petroleum-based products based on its anticipated consumption of these commodities for periods of up to 24 months.

All derivatives are carried at fair value on the Condensed Consolidated Balance Sheets. The carrying values of the derivatives reflect the impact of legally enforceable agreements with the same counterparties. The Company has elected to report the fair value of its derivatives on a gross basis.

The accounting for gains and losses that result from changes in the fair values of derivative instruments depends on whether the derivatives have been designated and qualify as hedging instruments and the types of hedging relationships. Derivatives can be designated as fair value hedges, cash flow hedges or hedges of net investments in foreign operations. The changes in the fair values of derivatives that have been designated and qualify for fair value hedge accounting are recorded in the same line item in the Condensed Consolidated Statements of Operations as the changes in the fair value of the hedged items attributable to the risk being hedged. Due to the high degree of effectiveness between the hedging instruments and the underlying exposures being hedged, fluctuations in the value of the derivative instruments are generally offset by changes in the fair values or cash flows of the underlying exposures being hedged. The changes in fair values of derivatives that were not designated and/or did not qualify as hedging instruments are immediately recognized into earnings. The Company classifies cash inflows and outflows related to derivative and hedging instruments within the appropriate cash flows section associated with the item being hedged.

For derivatives that will be accounted for as hedging instruments, the Company formally designates and documents, at inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective and the strategy for undertaking the hedge transaction. In addition, the Company formally assesses, both at inception and at least quarterly thereafter, whether the financial instruments used in hedging transactions are highly effective at offsetting changes in either the fair values or cash flows of the related underlying exposures.

The Company estimates the fair values of its derivatives based on quoted market prices or pricing models using current market rates. The notional amounts of the derivative financial instruments do not necessarily represent amounts exchanged by the parties and, therefore, are not a direct measure of the Company's exposure to the financial risks described above. The amounts exchanged are calculated by reference to the notional amounts and by other terms of the derivatives, such as interest rates, foreign currency exchange rates or other financial indices. The Company does not view the fair values of its derivatives in isolation, but rather in relation to the fair values or cash flows of the underlying hedged transactions. All of the Company's derivatives are over-the-counter instruments with liquid markets.

Credit Risk Associated with Derivatives

The Company has established strict counterparty credit guidelines and enters into transactions only with financial institutions of investment grade or better. The Company monitors counterparty exposures regularly and reviews promptly any downgrade in counterparty credit rating. The Company mitigates pre-settlement risk by being permitted to net settle for transactions with the same counterparty. To minimize the concentration of credit risk, the Company may enter into derivative transactions with a portfolio of financial institutions. Based on these factors, the Company considers the risk of counterparty default to be minimal.

Cash Flow Hedging Strategy

During the year ended December 31, 2025, the Company entered intotwo float-to-fixed interest rate swaps with notional amounts of $250.0 million each, maturing December 31, 2026 and December 31, 2027, respectively, to hedge the variable interest rate risk associated with $500.0 million of Term Loans principal. The interest rate swaps were effective for the interest payments beginning in 2026. The interest rate swap contracts are designated as cash flow hedges and recognized on the Condensed Consolidated Balance Sheets at fair value and changes in the fair value are recorded as a component of AOCI on the Condensed Consolidated Balance Sheets. The gains and losses in AOCI are reclassified to Interest and financing expense, net when the underlying forecasted transaction occurs. The impact to the Condensed Consolidated Financial Statements as of September 30, 2026 and December 31, 2025 and for both the three and nine months ended September 30, 2026 and 2025 was immaterial.

Fair Value Hedging Strategy

In connection with the Transaction, the Company acquired foreign exchange contracts with a combined notional amount of €450.0 million and a maturity date of October 31, 2025 (the "2024 FX Forwards"). The derivative financial instruments were utilized to hedge the foreign exchange risk associated with the Euro Notes.

On August 6, 2025, the Company net settled the 2024 FX Forwards and simultaneously entered into new foreign exchange contracts with a combined notional amount of €450.0 million and a maturity date of November 1, 2027 to hedge the foreign exchange risk associated with the Euro Notes.

The Company designated the foreign exchange contracts as fair value hedges. The foreign exchange contracts are recognized on the Condensed Consolidated Balance Sheets at fair value and changes in the fair value of the foreign exchange contracts are recorded in the same line as the hedged item, which is Other (income) expense, net in the Condensed Consolidated Statements of Operations. The Company excludes forward points from its assessment of hedge effectiveness and amortizes them on a straight-line basis over the life of the hedging instruments in Other (income) expense, net in the Condensed Consolidated Statements of Operations. The difference between fair value changes of the excluded component and the amount amortized to Other (income) expense, net is recorded as a component of AOCI on the Condensed Consolidated Balance Sheets.

The following amounts were recorded on the Condensed Consolidated Balance Sheets related to fair value hedged items as of September 30, 2026 and December 31, 2025:

1 Carrying amount excludes the unamortized debt discounts as of September 30, 2026 and December 31, 2025.

The following tables present information about the Company's derivative financial instruments designated as fair value hedging transactions.

The fair value of the Company's derivative assets and liabilities included in the Condensed Consolidated Balance Sheets, as of September 30, 2026 and December 31, 2025 was as follows:

The amount of gains or (losses) recognized in the Condensed Consolidated Statements of Operations for fair value hedging relationships, presented on a pre-tax basis, for the periods presented, is shown in the table below:

The amount of gains or (losses), net of tax, recognized in the Condensed Consolidated Statements of Comprehensive Income for fair value hedging relationships for the periods presented, is shown in the table below:

1 Amount is net of tax impact of $0.9 million and $0.6 million for the three and nine months ended September 30, 2026, respectively. Amount is net of tax impact of $1.5 million and $2.0 million for the three and nine months ended September 30, 2025, respectively.

There were no settlements of the Company's foreign exchange contracts during the three and nine months ended September 30, 2026. Other than the settlement of the 2024 FX Forwards described above, there were no settlements of the Company's foreign exchange contracts during the three and nine months ended September 30, 2025.

Economic (Non-Designated) Hedging Strategy

In addition to derivative instruments that have been designated and qualify for hedge accounting, the Company also uses certain derivatives as economic hedges of commodity exposure. Although these derivatives were not designated and/or did not qualify for hedge accounting, they are effective economic hedges. The changes in the fair values of economic hedges are immediately recognized in earnings.

As of September 30, 2026, the fair value of the Company's commodity forwards were short-term assets of $41.4 million recorded in Prepaid expenses and other current assets, long-term assets of $5.0 million recorded in Other non-current assets, short-term liabilities of $1.8 million recorded in Accruals and other current liabilities and long-term liabilities of $1.6 million recorded in Other non-current liabilities on the Condensed Consolidated Balance Sheets.

As of December 31, 2025, the fair value of the Company's commodity forwards were liabilities of $3.5 million recorded in Accruals and other current liabilities on the Condensed Consolidated Balance Sheets.

For the three and nine months ended September 30, 2026, unrealized gains on commodity forwards of $27.6 million and $46.5 million, respectively, were recorded within Other operating income, net in the Condensed Consolidated Statements of Operations. For the three and nine months ended September 30, 2025, unrealized gains on commodity forwards of $1.8 million and $3.8 million, respectively, were recorded within Other operating income, net in the Condensed Consolidated Statements of Operations.

NOTE 11—FAIR VALUE MEASUREMENTS

The following tables summarize the fair values of financial instruments:

The fair values of the Company’s money market investments are based on the daily market price for identical assets in active markets. The fair value of the Company's split-dollar life insurance policies are the cash surrender value based on the fair value of underlying investment.

The changes in the fair value of the Company's commodity forwards are reflected within Other operating income, net on the Condensed Consolidated Statements of Operations.

Fair Value of Debt

The following table summarizes the Company's estimates of the fair values of its debt as of the periods presented:

The fair value of the Term Loans is estimated using quoted market prices for similar issues and are categorized within Level 2 of the fair value hierarchy. The fair values of the 6.250% Senior Notes,3.875% Senior Notes, and 4.375% Senior Notes are based on the trading levels and bid/offer prices observed by a market participant and are categorized within Level 2 of the fair value hierarchy.

Given the variable interest rates, the carrying values of the Revolving Credit Facility and other debts approximate their fair values.

NOTE 12—SEGMENT REPORTING

Primo Brands operates as a single segment. The Company has a comprehensive portfolio of highly recognizable and conveniently packaged branded water and beverages that reach consumers whenever, wherever, and however they hydrate through distribution across retail outlets, away from home such as hotels and hospitals, and food service accounts, as well as direct delivery to homes and businesses. These brands include established “billion-dollar brands” Poland Spring® and Pure Life®, premium brands like Saratoga® and The Mountain Valley®, regional leaders such as Arrowhead®, Deer Park®, Ice Mountain®, Ozarka®, and Zephyrhills®, purified brands including Primo Water® and Sparkletts®, and flavored and enhanced brands like Splash Refresher™ and AC+ION®. Primo Brands also has an industry-leading line-up of innovative water dispensers, which create consumer connectivity through recurring water purchases.

The accounting policies of our segment have not changed from those disclosed in the Company's 2025 Annual Report.

The Chief Operating Decision Maker ("CODM") assesses performance for the segment and decides how to allocate resources based on segment Net income from continuing operations that is also reported in the Condensed Consolidated Statements of Operations as such.

The Company's Chief Executive Officer is the CODM.

The measure of segment assets is reported on the Condensed Consolidated Balance Sheets as total assets. Segment capital expenditures are reported in the Condensed Consolidated Statements of Cash Flows as purchases of property, plant and equipment and purchases of intangible assets.

The CODM uses Net income from continuing operations to evaluate income generated from segment assets in deciding whether to reinvest profits into the segment or into other parts of the Company, such as for acquisitions or to pay dividends.

Net income from continuing operations is used to monitor budget versus actual results. The CODM also uses the Company's performance in competitive analysis by benchmarking to Primo Brands' competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management’s compensation.

The Company hasone reportable segment. The segment sources, bottles and delivers water to customers in North America and manages the business activities on a consolidated basis. The Company does not assess the performance of its individual products on measures of profit or loss, or asset-based metrics. Net sales by water type can be found in Note 8 - "Revenue Recognition".

Business segment information is presented below:

1 The financial statement line items as presented in this table exclude depreciation and amortization and certain non-recurring income or charges.

2 Other segment expenses include acquisition, integration and restructuring costs (as disclosed in Note 9 - "Acquisition, Integration and Restructuring Expenses"), stock-based compensation and other non-recurring income and charges.

Long-lived assets in the United States, consisting of net fixed assets and operating lease right-of-use assets, accounted for 98.4% and 98.2% of consolidated long-lived assets as of September 30, 2026 and December 31, 2025, respectively.

NOTE 13—NET INCOME (LOSS) PER COMMON SHARE

Basic net income (loss) per common share is calculated by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is calculated using the weighted-average number of shares of common stock outstanding and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities consist of stock options, Performance-based restricted stock units ("RSUs"), Time-based RSUs, and stock purchase rights granted under the Employee Stock Purchase Plan ("ESPP"). The dilutive effect of these securities is reflected in diluted income (loss) per share by application of the treasury stock method. Potentially dilutive securities are excluded from the computation of diluted net income (loss) per share if their effect is antidilutive.

Reconciliations of the numer ators and denominators of basic and diluted net income (loss) per common share for the periods presented are as follows:

The following potentially dilutive shares were excluded from the computation of diluted net income (loss) per share for the periods presented because including them would have been antidilutive:

1 Performance-based RSUs represent the number of shares expected to be issued based on the estimated achievement of the performance metric for these awards.

NOTE 14—COMMITMENTS AND CONTINGENCIES

The Company may be party to a variety of litigation, claims, legal or regulatory proceedings, inquiries, and investigations including but not limited to matters arising out of the ordinary course of business, including those related to advertising, marketing or commercial practices, personal injury and property damage, intellectual property rights, employment, tax and insurance, and matters relating to compliance with applicable laws and regulations. Responding to these matters, even those that are ultimately non-meritorious, may require the Company to incur significant expense and devote significant resources. While it is not possible to predict the ultimate resolution of these matters, management believes, based upon examination of currently available information, experience to date, and advice from legal counsel, that, after taking into account existing insurance coverage and amounts already provided for, the currently pending legal proceedings against the Company will not have a material adverse impact on the Company's consolidated statements of operations, balance sheets, or cash flows.

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Other than with respect to the matters described below, the Company believes there is no litigation pending that could have, individually or in the aggregate, a material adverse effect on the Company's consolidated statements of operations, balance sheets or cash flows. The Company believes it has made appropriate and adequate accruals for its current contingencies. The Company is unable to reasonably estimate the amount or range of possible loss, if any, in excess of the amounts accrued, and the ultimate outcomes, including any settlements, could differ materially from the amounts accrued.

The Company is involved in legal proceedings from time to time arising in the normal course of business. While any outcome related to such legal proceedings cannot be predicted with certainty, other than the matters discussed below, the Company believes that the outcome of these proceedings will not have a material impact on the Company’s financial position, results of operations, or liquidity.

City of Miami Fire Fighters

On November 12, 2025 and December 5, 2025, two putative class action complaints were filed by purported stockholders against the Company and its executives, respectively, asserting claims under the federal securities laws. The first complaint is captioned Rosenblum v. Primo Brands Corp. et al, Case No. 3:25-cv-01902, and was filed in the U.S. District Court for the District of Connecticut. The second complaint is captioned City of Miami Fire Fighters’ and Police Officers’ Retirement Trust v. Primo Brands Corp., et al, Case No. 8:25-cv-03328, and was filed in the U.S. District Court for the Middle District of Florida. The Rosenblum action was voluntarily dismissed on or about January 8, 2026, while the City of Miami Fire Fighters action is ongoing.

In the City of Miami Fire Fighters complaint, the plaintiff, a purported stockholder of the Company, asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) against the Company and certain of its officers, and claims under Sections 11, 12, and 15 of the Securities Act of 1933 (“Securities Act”) against the Company, its current and former directors and officers, and the underwriters of its March secondary offerings. The plaintiff asserts the Exchange Act claims on behalf of purchasers of Primo Water Corporation common stock between June 17, 2024, and November 8, 2024, and purchasers of the Company’s common stock between November 11, 2024, and November 6, 2025. The plaintiff asserts the Securities Act claims against all purchasers of the Company’s common stock traceable to the March 2025 secondary public offering. In support of these claims, the plaintiff alleges that the Company made false and/or misleading statements regarding the integration of Primo Water Corporation and the parent of BlueTriton Brands, Inc. to form the Company. The complaint does not specify damages claimed in the action.

Pursuant to the Private Securities Litigation Reform Act of 1995 (PSLRA), interested parties were required to file motions for appointment as lead plaintiff and lead counsel by January 12, 2026. On February 4, 2026, the Court granted the motions by Heavy & General Laborers’ Locals 472 & 172 Pension & Annuity Funds Providence Employees Retirement System to be appointed as lead plaintiffs, with Robbins Geller Rudman & Dowd appointed as lead counsel. On April 6, 2026, the lead plaintiffs filed a new complaint in the action, asserting the same claims on behalf of the same putative class of investors. The Company and the other defendants in the action moved to dismiss the action on June 5, 2026. This motion is fully briefed and pending before the Court.

The Company intends to vigorously defend itself and its directors and officers in this action. There can be no assurance regarding the outcome of this case.

Torres

On December 17, 2025, a Company stockholder filed a complaint in the U.S. District Court for the District of Connecticut asserting derivative claims on behalf of the Company against sixteen of its current and former directors and officers under federal and state law. This derivative complaint is captioned Torres v. Foss, et al, Case No. 3:25-cv-02108. In this complaint, the plaintiff asserts claims of breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, and corporate waste under state law, as well as claims for violations of Sections 10(b) and 14(a) of the Exchange Act and Rules 10b-5 and 14a-9 promulgated thereunder. This complaint leverages the allegations made in the City of Miami Fire Fighters securities class action complaint referenced herein. The complaint does not specify damages claimed in the action.

On January 6, 2026, the plaintiff filed waivers of service executed by all the defendants, which set a February 17, 2026 deadline for the defendants to respond to the complaint. On February 26, 2026, the plaintiff voluntarily dismissed the action without prejudice.

Hamilton

On December 16, 2025, Joseph Hamilton and 9 other named plaintiffs (collectively, “Plaintiffs”) filed a putative consumer class action seeking damages, equitable relief, and injunctive relief against the Company and BlueTriton Brands, Inc. (collectively, “Defendants”) in the U.S. District Court for the Central District of California, Case No. 2:25-cv-11874.

Plaintiffs claim violations of California False Advertising Law, Cal. Bus. & Prof. Code § 17500, et seq., California Unfair Competition Law, Cal. Bus. & Prof. Code § 17200, et seq., and New York General Business Law §§ 349, 350, and 527-a; violations of consumer protection statutes in 11 states (CA, NY, CT, FL, CO, GA, IL, IN, NE, NJ, OH); and related claims for unjust enrichment, negligence, and conversion.

In their complaint, Plaintiffs allege that the Defendants’ recurring water delivery services failed to deliver water as promised, resulting in missed or delayed scheduled deliveries, incomplete orders, and a failure to replace empty bottles. Plaintiffs claim these issues stemmed from facility closures and staff reductions following the November 8, 2024 merger of Primo Water Corporation and the parent of BlueTriton. Plaintiffs further allege that the Defendants made unauthorized charges for goods and services never delivered and imposed improper fees, such as penalties for equipment the Defendants failed to pick up. Lastly, Plaintiffs allege that the Defendants made cancellations difficult, often continuing to charge customers even after they requested to terminate service. Plaintiffs seek to represent potentially 600,000 customers nationwide affected by these issues. The complaint does not specify damages claimed in the action. The Company’s recurring water delivery service includes mandatory arbitration and class action waiver clauses in their Service Agreements and online Terms and Conditions.

The case remains in its initial stages. On January 30, 2026, the Court approved the parties’ joint stipulation setting forth a briefing schedule for Defendants’ motion to compel arbitration and motion to dismiss the complaint. On March 5, 2026, the Company filed its motion to compel arbitration. On April 2, 2026, the Company filed its motion to dismiss the complaint. Both motions have been fully briefed and submitted. On July 2, 2026, the Court issued a notice adjourning the hearing on the motions scheduled for July 9, 2026, and marking the motions as under submission. A ruling on the motions is still pending. On October 2, 2026, the Court issued an order directing the parties to meet and confer about a proposed case schedule and to appear on November 12, 2026 for an initial scheduling conference with the Court.

The Company intends to vigorously defend itself in this action. There can be no assurance regarding the outcome of this case.

Patane

On August 15, 2017, Mark Patane and 11 other named plaintiffs (collectively, “Plaintiffs”) commenced a putative class action against Nestlé Waters North America, Inc. (“Nestlé Waters”) in the U.S. District Court for the District of Connecticut (the “Court”), alleging that Poland Spring® product labels fraudulently represent the product to be natural spring water. Plaintiffs have asserted claims of common law fraud, violations of certain state consumer protection laws, and, for home and office customers, breach of contract. As a result of Triton Water Holdings’ acquisition of all of the equity interests of Nestlé

Waters North America Holdings, Inc., along with the acquisition of certain assets and assumption of certain liabilities of Nestlé Canada Inc. from Nestlé S.A. (the “Nestlé Acquisition”), Nestlé Waters was renamed BlueTriton Brands, Inc. (“BlueTriton Brands”), and BlueTriton Brands is continuing to defend against the lawsuit.

Through successive dispositive rulings, claims under Vermont and Rhode Island law, certain Connecticut statutory claims, certain New York, Connecticut, and Maine claims, Plaintiffs' claims for injunctive relief, and claims of certain Plaintiffs barred by the final judgment in Ramsey v. Nestlé Waters N. Am., Case No. 03-CHK-817 (Ill. Cir. Ct. 16th Cir. Kane Cnty.), have been dismissed in whole or in part.

On December 30, 2024, the Court granted in part and denied in part BlueTriton Brands' motion for summary judgment. On January 6, 2025, both Plaintiffs and BlueTriton Brands moved for reconsideration of portions of that decision. On June 9, 2025, the Court denied the parties’ respective motions for reconsideration.

On July 9, 2025, Plaintiffs filed their motion for class certification, seeking to certifytwo classes andten derivative state subclasses separately consisting of retail customers and home and office customers. BlueTriton Brands opposed class certification and moved under Daubert to preclude the opinions of Plaintiffs' damages experts. The parties completed class certification and Daubert briefing in September 2025 and subsequently filed notices of supplemental authority.

On March 28, 2026, the Court denied BlueTriton Brands' Daubert motions and, in a separate order, denied Plaintiffs' motion for class certification without prejudice because Plaintiffs failed to specify proposed classes with an end date. The Court permitted Plaintiffs to file a renewed motion redefining the proposed classes with an end date and addressing ascertainability and directed the parties to meet and confer regarding remaining claims and a potential settlement referral.

On April 21, 2026, Plaintiffs filed a renewed motion for class certification proposing a class-period end date of December 30, 2022 (the close of fact discovery). On May 12, 2026, BlueTriton Brands responded, arguing that the class period should end on August 15, 2017 (the complaint filing date), and moved for leave to further supplement the class-certification record. The same day, the parties filed a joint notice identifying the remaining claims and advising the Court that they had scheduled mediation for September 3, 2026 before a private mediator. Plaintiffs filed a reply in support of the renewed class certification motion on May 26, 2026, and a response to BlueTriton Brands' motion for leave on June 2, 2026. On September 3, 2026, the parties participated in a private mediation, which did not result in a settlement. The parties agreed to participate in a second private mediation session on November 19, 2026. The Court has not yet ruled on Plaintiffs’ renewed motion for class certification or BlueTriton Brands’ motion for leave.

Plaintiffs are seeking compensatory damages and/or statutory damages. For the common law fraud claims, Plaintiffs purport to compute damages by multiplying the alleged price premium attributable to the alleged “spring water” misrepresentation by total dollar sales of Poland Spring® still water products during the class period, while statutory damages normally are determined by multiplying a statutorily established amount by the number of violations. No trial date has been set. The Company intends to defend itself vigorously.

Purchase Commitments

The Company may enter into unconditional purchase obligations with third party suppliers in the ordinary course of business. Such arrangements are entered into to secure subscriptions, utilities, services and supplies vital to the Company's operations and ability to serve its customers. The Company has various long-term supply and service contracts which may require that the Company purchase minimum quantities, for a minimum term, at fixed or variable rates.

Letters of Credit

As of September 30, 2026, the Company had $163.4 million of letters of credit outstanding.

Tornado Damage

During the second quarter of 2025, one of the Company's warehouses experienced damage from a tornado. During the three and nine months ended September 30, 2025, the Company incurred$4.7 million and$19.8 million, respectively, of incremental costs recorded within Cost of sales on the Condensed Consolidated Statement of Operations. During both the three and nine months ended September 30, 2025, the Company received$10.0 million of insurance proceeds related to these costs which were recorded within Cost of sales on the Condensed Consolidated Statement of Operations and included within Cash flows from operating activities on the Condensed Consolidated Statements of Cash Flows.

During the three and nine months ended September 30, 2025, the Company incurred$22.3 million and$33.8 million, respectively, of capital related costs. During the three and nine months ended September 30, 2025, the Company received$10.0 million and$20.0 million, respectively, of insurance proceeds related to these costs recorded within Other (income)

expense, net on the Condensed Consolidated Statement of Operations and included within Cash flows from investing activities on the Condensed Consolidated Statements of Cash Flows.

NOTE 15—RELATED PARTY TRANSACTIONS

For the three and nine months ended September 30, 2026, the Company purchased $11.9 million and $29.1 million, respectively, of raw materials used in the production process from a related party, which were recorded as a component of Cost of sales in the Condensed Consolidated Statement of Operations. For the three and nine months ended September 30, 2025, the Company purchased $11.2 million and$28.3 million, respectively, of raw materials used in the production process from a related party, which were recorded as a component of Cost of sales in the Condensed Consolidated Statement of Operations. As of September 30, 2026 and December 31, 2025, the Company recorded an associated payable of $4.3 million and $2.5 million, respectively, related to the unpaid portion of these purchases.

Substantially concurrently with the March 2025 Offering, May 2025 Offering, and August 2026 Offering, the Company completed the share repurchases as detailed in Note 5 - "Stockholders' Equity".

NOTE 16—SUBSEQUENT EVENTS

On November 3, 2026, the Board of Directors declared a dividend of $0.12 per share on the outstanding Class A common stock of the Company, payable in cash on December 4, 2026 to stockholders of record at the close of business on November 24, 2026.

On November 3, 2026, the Board of Directors approved a new share repurchase program of $300.0 million of the Company's outstanding Class A common stock, replacing the existing Share Repurchase Program and the remaining $40.8 million of authorization as of September 30, 2026 under the existing program.